Constitution

PREAMBLE:

The Bazley Residents Association incorporates the Bazley Neighbourhood Watch (Bazley Sector Policing), the Bazley Ratepayers Association and the Bazley Conservancy.

1. NAME

The name of the Association shall be BAZLEY RESIDENTS ASSOCIATION, hereafter referred to in this document as the “Association”

2. LEGAL STATUS

The Association is a body corporate and as such it exists in its own right separately from its members, it is able to own property and other possessions and to sue and be sued in its own name and will continue to exist notwithstanding changes in its members or office bearers.

3. OBJECT

(a) To promote the security, welfare and environmental interests of all residents and visitors to Bazley Beach.
(b) To protect and conserve the natural biodiversity resources of Bazley for the benefit of present and future generations.
(c) To engage in, encourage and promote best practice in the management of natural resources in Bazley.
(d) To secure ongoing support from the public, business and the provincial government in support of the object of the Association.

4. MEMBERSHIP

Membership shall be open and free to all residents of Bazley, whether permanent or temporary.

5. EXECUTIVE COMMITTEE

(a) The fiduciary responsibility, control and overall management of the affairs, funds and property of the Association shall be vested in an Executive Committee consisting of not less than five persons including the chairperson of the Bazley Conservancy working committee.
(b) The Executive Committee shall take all reasonable steps to ensure that the Association complies with any relevant statutory requirements applicable to it.
(c) Members of the Umdoni Municipal Council or members of the Executive of any political party shall not be eligible to serve on the Executive Committee.
(d) The members of the Executive Committee shall be elected at an Annual General Meeting.
(e) At the conclusion of each annual general meeting the Executive Committee shall elect from among its members a Chairman, a Vice Chairman, Secretary and Treasurer. The term of office of a member of the Executive Committee shall be two years. A member whose term of office has come to an end shall be eligible for re-election.
(f) The members of the Executive Committee shall meet at least monthly including the Annual Genera.l Meeting. Meetings of the Executive Committee shall be convened by the Chairman or, in the absence of the Chairman, by the vice-Chairman.
(g) The Executive Committee shall have the power to co-opt members who may, at the next AGM be eligible for election.

6. POWERS OF THE EXECUTIVE COMMITTEE

a) Subject to those matters which are required to be dealt with at a General Meeting and the other restrictions contained in this Constitution the Association has the power to do anything which a natural person might do.
b) Without prejudice to the generality of the powers conferred it the Executive Committee shall have the power:
l. To open and operate bank accounts.
ll. To appoint a Chief Executive Officer and other employees upon such terms as the Executive Committee considers fit and to suspend or discharge any employee of the Association.
lll. To establish working committees, including a Conservation Committee, and to appoint the members of each such committee provided that a Committee member’s term of office shall terminate at the conclusion of each Annual General Meeting. A committee member whose term of office has come to an end shall be eligible for reappointment by the Executive Committee.

7. MANAGEMENT

(a) The operational management of the Association shall be by Executive Committee.
(b) Substantially the whole of the activities of the Association must be directed to the furtherance of its sole or principal object and not for the specific benefit of any individual member or minority group.
(c) No single person will directly or indirectly control the decision-making powers relating to the Association.
(d) The Association will comply with such reporting requirements as may be determined from time to time.

8. FINANCIAL ADMINISTRATION

(a) The Association’s financial year shall end on the last day of February.
(b) All monies received by the Association shall be deposited with an approved banking organization.
(c) Annual financial statements shall be available for review by a chartered accountant.
(d) The Association may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives.
(e) The Association must utilize substantially the whole of its funds for the principal object for which it has been established.
(f) No member of the Association may directly or indirectly have any personal or private financial interest in the Association.
(g) The Association may not have a share or other interest in any business, profession or occupation which is carried on by any of its members.
(h) The Association may not pay to any employee, office bearer, member or other person any remuneration, as defined in the Fourth Schedule of the Income Tax Act , which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered;
(i) No member or office bearer has any right in the property or other assets of the Association solely by virtue of their being members or office bearers.
(j) Substantially the whole of the Association’s funding must be derived from its members or from an appropriation by the government of the Republic of South Africa in the national, provincial or local sphere.
(k) The Association may not accept any donation which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purpose and conditions of such donation including any misrepresentation as to the tax deductibility of the donation in terms of section 18A of the lncome Tax Act. A donor may not attach any condition which could enable the donor to derive some direct or indirect benefit from the application of the donation.

9. MEETINGS

Annual General Meeting
i. The Annual General Meeting shall be held annually not later than 31 May.
ii. The business of the Annual General Meeting shall be:
a) to receive the Chairman’s annual report
b) to receive the annual financial report
c) to elect officer bearers
d) to conduct general business
e) A quorum shall comprise 10 of the members entitled to be represented at the meeting.

Special General Meetings
i. A Special General Meeting may be convened by the Executive Committee.
ii. The Executive Committee must convene a Special General Meeting if it receives a requisition for such a meeting which sets out the business which is to be conducted at the meeting and is signed by not less than five (5) members.
iii. A quorum shall comprise 10 of the members entitled to be represented at the meeting.
Voting at General Meetings
i. At a General Meeting the Chairman shall have a casting vote which shall be in addition to any vote which the Chairman may have.

Notices
Members shall be given fourteen (14) days’ written notice of a General Meeting which notice must include the place date and time of the meeting and an agenda in which is listed the matters which are to be considered at the meeting.
Constitutional Amendments
i. A member wishing to propose an amendment to the Constitution shall give written notice thereof to the Secretary fourteen (14) days prior to the Annual or Special General Meeting.
ii. An amendment to the Constitution requires for its adoption a two-thirds majority or more of those present and voting at the meeting.

Deferment of a General Meeting
If a quorum is not present at a General Meeting, that meeting shall be deferred for a period of twenty-eight (28) days. The members present at the reconvened meeting shall be deemed to constitute a quorum.
Minutes

Minutes shall be kept of all meetings of the Association.

10. DISSOLUTION

The Association shall be dissolved if a resolution for its dissolution is adopted by two thirds of the members present and voting at a Special General Meeting convened for the purpose of considering and voting upon the dissolution of the Association.

On Dissolution of the Association its property, funds and assets shall be given or transferred to:
(a) any public benefit organisation which has been approved in terms of section 30 of the lncome Tax Act;
(b) any institution, board or body which is exempt from tax under the provisions of section 10(l XcAXi) of the lncome Tax Act,
(c) any department of state or administration in the national, provincial or local sphere of government of the Republic contemplated in section 10(1) (a) or (b) that is required to use those assets solely for purposes of carrying on one or more public benefit activities.

11. ADOPTION

The above Constitution was adopted by the Special General Meeting of the Association held on 25 November 2016.